Business Document Shannon

BUSINESS DOCUMENT SHANNON

This Business Services Agreement ("Agreement") is entered into as of Effective Date: by and between Service Provider Name: (the "Service Provider") and Client Name: (the "Client"). The Service Provider and the Client are each a "Party" and collectively the "Parties."

WHEREAS

WHEREAS, the Service Provider has expertise and experience in providing business consulting, project management, and related professional services, and the Client wishes to engage the Service Provider to perform such services on the terms and conditions set forth in this Agreement;

WHEREAS, the Parties desire to set forth the scope, compensation, confidentiality obligations, term, and other material terms governing their relationship in a written agreement to avoid ambiguity and to protect the Parties' respective rights.

SCOPE OF WORK

The Service Provider shall perform the services and deliverables described below (the "Services"). The Services shall be performed in a professional and workmanlike manner in accordance with industry standards.

PAYMENT TERMS

As full and timely compensation for the Services, the Client shall pay the Service Provider the amounts and according to the schedule described below. Unless otherwise agreed in writing, all fees are exclusive of taxes, which shall be borne by the Party required by law to remit such taxes.

TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon prior written notice to the other Party delivered at least days prior to the effective date of termination. Either Party may terminate immediately upon written notice if the other Party materially breaches any obligation under this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one Party to the other Party, whether oral, written, or electronic, that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances. Confidential Information includes business plans, financial information, customer lists, technical data, and proprietary processes.

Each Party agrees: (a) to hold the other Party's Confidential Information in strict confidence; (b) not to use Confidential Information except to perform its obligations under this Agreement; and (c) not to disclose Confidential Information to any third party except to its employees, agents, or professional advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement. The obligations in this Section do not apply to information that is (i) already known by the receiving Party without an obligation of confidentiality, (ii) becomes publicly known through no breach by the receiving Party, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed without use of the Confidential Information.

INDEMNIFICATION AND LIABILITY

Each Party shall indemnify, defend, and hold harmless the other Party from and against claims, damages, liabilities, and expenses arising out of its negligent acts, willful misconduct, or material breach of this Agreement. Except for willful misconduct or breaches of confidentiality, neither Party's liability to the other shall exceed the total amounts paid or payable to the Service Provider under this Agreement during the twelve (12) months preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Any dispute arising under or in connection with this Agreement shall be brought exclusively in the state or federal courts located in that state.

ENTIRE AGREEMENT

This Agreement, including any attachments, exhibits, or statements of work incorporated by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. Any modification or waiver of this Agreement must be in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

Notices under this Agreement shall be given in writing to the contact information provided by each Party. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. The Parties are independent contractors and nothing in this Agreement creates an agency, partnership, or joint venture between them.

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